(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
PROPOSAL TO ALLOW SHAREHOLDERS OWNING A
MAJORITY OF THE COMPANY'S OUTSTANDING SHARES
TO APPROVE ACTIONS WITHOUT A MEETING
Any action required or permitted to be taken at a shareholders' meeting may
be taken without a meeting if the Company's Articles of Incorporation provide
that the shareholders holding shares having not less than the minimum number of
votes that would be necessary to take such action at a meeting (at which all of
the shares entitled to vote were present and voted) consent to such action in
writing.
The Company's Articles of Incorporation do not contain any such provisions.
Allowing shareholders to take action without a meeting saves the Company
the time and expense of holding a shareholders' meeting when the action to be
taken at the meeting would be approved in any event.
Accordingly, the Company's directors recommend that the Company's Articles
of Incorporation be amended by adding the following to Article Fourth of the
Articles of Incorporation:
Any action required or permitted to be taken at a shareholders' meeting
may be taken without a meeting if shareholders holding shares having not less
than the minimum number of votes that would be necessary to take such action at
a meeting (at which all of the shares entitled to vote were present and voted)
consent to such action in writing.
If the proposal to increase the Company's capitalization is approved, the
Amendment to the Company's Articles of Incorporation, a copy of which is
attached to this proxy statement, will be filed with the Colorado Secretary of
State.
7
The Company's Board of Directors recommends that stockholders vote FOR
this proposal.
PROPOSAL TO APPROVE A REVERSE SPLIT OF THE COMPANY'S
COMMON STOCK, SHOULD THE BOARD OF DIRECTORS BELIEVE THIS
TO BE IN THE BEST INTERESTS OF ADVANTEGO'S SHAREHOLDERS,
IN A RATIO THAT WILL BE DETERMINED
BY THE COMPANY'S BOARD OF DIRECTORS.
The Company's common stock trades on the OTCQB tier of the OTC Markets
Group. Among other requirements, a stock must have a minimum bid price of $0.01
to be eligible to trade on the OTCQB tier. As of December 17, 2019 the closing
price of the Company's common stock was approximately $0.001. In addition, the
closing price of the Company's common stock has been less than $0.01 per share
since September 19, 2019.
In an effort to increase the price of the Company's common stock
stockholders are being requested to approve a reverse split of the outstanding
shares of the Company's common stock by a ratio that will be determined by the
Company's Board of Directors, provided that, in any case, the reverse split
ratio will not be greater than 400 for 1. The Company's Board of Directors has
not made any determination as to whether it will actually proceed with a reverse
split of the Company's common stock; it is only seeking the shareholders'
approval for such a step at this time. The Company's Directors believe that,
since it is not possible to predict future market conditions, it would be in the
best interests of the stockholders to adopt a reverse split of the Company's
outstanding common stock that allows the Board of Directors to determine whether
or not to proceed with a stock split and if so, to determine the ratio of the
stock split. The proposed reverse stock split would combine a whole number of
outstanding shares of the Company's common stock into one share of common stock,
thus reducing the number of outstanding shares without any corresponding change
in the Company's par value. As a result, the number of shares of the Company's
common stock owned by each stockholder would be reduced in the same proportion
as the reduction in the total number of shares outstanding, so that the
percentage of the outstanding shares owned by each stockholder would remain
unchanged.
The Company's Board of Directors reserves the right, even after stockholder
approval, to forego the reverse stock split if it determines such action is not
in the Company's best interests or the best interests of the Company's
stockholders. If the reverse split is abandoned, the Board of Directors may
again seek stockholder approval at a future date for a reverse stock split if it
deems a reverse stock split to be advisable at that time. If the reverse stock
split is adopted, there will be no change in the number of authorized shares of
the Company's common stock. The primary reason for the reverse split stock is to
increase the trading price of the Company's common stock, by reducing the number
of the Company's outstanding shares, and increasing the number of shares the
Company can issue in the future.
While the Company expects that the reverse stock split will increase the
market price of its common stock, the Company cannot guarantee that the reverse
stock split will increase the market price of its common stock by a multiple
8
equal to the reverse split ratio, or result in any permanent increase in the
market price, which can be dependent upon many factors, including the Company's
business and financial performance and prospects. Should the market price
decline after the reverse stock split, the percentage decline may be greater,
due to the smaller number of shares outstanding, than it would have been prior
to the reverse stock split. In some cases the stock price of companies that have
adopted reverse stock splits has subsequently declined to pre-reverse split
levels. Accordingly, the Company cannot assure its shareholders that the market
price of its common stock immediately after the effective date of the reverse
stock split will be maintained for any period of time, or that the reverse stock
split will not have an adverse effect on the Company's stock price. A reverse
stock split is often viewed negatively by the market and, consequently, can lead
to a decrease in the Company's overall market capitalization. If the per share
price does not increase proportionately as a result of the reverse stock split,
the Company's overall market capitalization will be reduced.
The Company's Articles of Incorporation provide that the Company is
presently authorized to issue 15,000,000,000 shares of common stock. The reverse
split, if adopted, would not change the number of shares of common stock which
the Company is authorized to issue. However, a reverse split would reduce the
number of the Company's outstanding shares, which would enable the Company to
issue more shares than it would be able to issue if the reverse split was not
adopted.
Notwithstanding that above, as of the date of this proxy statement, the
Company did not have any definitive agreements, arrangements, plans, intentions
or commitments, written or oral, with any person to sell or issue any additional
shares of its common stock, whether for cash or otherwise, except for the
Company's obligation to issue common stock upon the exercise of outstanding
options and warrants or the conversion of notes.
The Company would still have approximately 1,300 shareholders after the
reverse stock split and would continue to be registered under Section 12 of the
Securities Exchange Act of 1934.
The Company will pay $0.001 for any fractional share resulting from the
reverse stock split. To obtain payment, send a request to the Company at:
Advantego Corporation
c/o Chief Executive Officer
1 Park Plaza, Suite 600
Irvine, CA 92614
Include in your request the name in which your shares are registered and
your address.
If the reverse split is adopted, shareholders owning less than one share
after the adoption of the reverse split are entitled to Dissenter's Rights under
Colorado law. See Dissenter's Rights below.
The Company's Board of Directors recommends that stockholders vote FOR this
proposal.
9
PROPOSAL TO INCREASE THE AUTHORIZED COMMON STOCK OF THE COMPANY
As of December 17, 2019 the Company was authorized to issue 15 billion
shares of Common Stock and there were 404,410,580 shares of Common Stock
outstanding, with approximately 88 billion shares needed to be reserved for the
issuance upon conversion of outstanding notes. The agreements with most of the
holders of the Company's convertible notes require the Company to reserve with
its transfer agent a multiple of the shares which the Company may be required to
issue upon the conversion of the notes. As of December 17, 2019 the Company was
required to reserve for issuance approximately 88 billion shares. However, the
actual number of shares which the Company would be required to issue as of
December 17, 2019 upon the conversion of all outstanding notes would be
approximately 22 billion shares of common stock.
Consequently, the Company does not have sufficient shares to meet the share
reserve requirements as provided by the terms of its agreements with the note
holders.
As a general matter, the Board of Directors does not believe the currently
available number of unissued shares of Common Stock is an adequate number of
shares to assure that there will be sufficient shares available for issuance in
connection with possible future acquisitions, equity and equity-based
financings, possible future awards under employee benefit plans, stock
dividends, stock splits, and other corporate purposes. Therefore, the Board of
Directors has approved the increase in authorized shares of Common Stock as a
means of providing the Company with the flexibility to act with respect to the
issuance of either the Common Stock or securities exercisable for, or
convertible into Common Stock in circumstances which they believe will advance
the interests of the Company and its stockholders without the delay of seeking
an amendment to the Articles of Incorporation at that time.
The Company currently does not have sufficient funds to fund operations and
pay its debt obligations as they become due. As a result, the Board of Directors
is considering, and will continue to consider, various financing options,
including the issuance of Common Stock or securities convertible into Common
Stock from time to time to raise additional capital necessary to support the
future growth of the Company. As a result of the increase in authorized capital,
the Board of Directors will have more flexibility to pursue opportunities to
engage in possible future capital market transactions involving Common Stock or
other securities convertible into Common Stock, including, without limitation,
public offerings or private placements of such Common Stock or securities
convertible into Common Stock. With the increase to 100 billion shares of
authorized Common Stock the Company could raise substantial funds through the
issuance of convertible debt to help fund operations and pay its debt
obligations. The issuance of such convertible notes and the subsequent
conversion by those noteholders could cause the Company to issue substantial
shares of its Common Stock, causing dilution to existing shareholders.
The additional shares of Common Stock which may be authorized for issuance
may be issued for any proper purpose from time to time upon authorization by the
Board of Directors, without further approval by the stockholders unless required
10
by applicable law, rule or regulation, including, without limitation, rules of
any trading market that the Company's Common Stock may trade on at that time.
Shares may be issued for such consideration as the Board of Directors may
determine and as may be permitted by applicable law.
The increase in the authorized shares of Common Stock is not intended to be
as a means of preventing or dissuading a change in control or takeover of the
Company. However, use of these shares for such a purpose is possible. Authorized
but unissued or unreserved shares of Common Stock, for example, could be issued
in an effort to dilute the stock ownership and voting power of persons seeking
to obtain control of the Company or could be issued to purchasers who would
support the Board of Directors in opposing a takeover proposal. In addition, the
increase in authorized shares of Common Stock may have the effect of
discouraging a challenge for control or make it less likely that such a
challenge, if attempted, would be successful. The Board of Directors and
executive officers of the Company have no knowledge of any current effort to
obtain control of the Company or to accumulate large amounts of Common Stock.
The holders of Common Stock are not entitled to preemptive rights with
respect to the issuance of additional Common Stock or securities convertible
into or exercisable for Common Stock.
The holders of Common Stock will not realize any dilution in their
percentage of ownership of our company or their voting rights as a result of the
increase. However, issuances of significant numbers of additional shares of
Common Stock in the future (i) will dilute stockholders' percentage ownership of
our company and (ii) if such shares are issued at prices below what current
stockholders paid for their shares, may dilute the value of current
stockholders' shares.
The increase in authorized capital will not change the terms of the
Company's outstanding Common Stock. The additional Common Stock for which
authorization is sought will have the same voting rights and liquidation rights,
the same rights to dividends and distributions and will be identical in all
other respects to the Common Stock now authorized.
The Company is presently authorized to issue 10,000,000 shares of preferred
stock, If adopted, the proposal to increase the number of common shares which
the Company is authorized to issue will not have any effect on the Company's
preferred stock.
If the proposal to increase the Company's capitalization is approved, the
Amendment to the Company's Articles of Incorporation, a copy of which is
attached to this proxy statement, will be filed with the Colorado Secretary of
State.
No dissenters' or appraisal rights under Colorado law are afforded to the
Company's stockholders as a result of the approval of the increase in the
authorized capital.
The Company's Board of Directors recommends that stockholders vote FOR this
proposal.
11
PROVISIONS PERTAINING TO DISSENTER'S RIGHTS
Title 7, Article 113 of the Colorado Revised Statutes
7-113-101. Definitions. For purposes of this article:
(1) "Beneficial shareholder" means the beneficial owner of shares held in a
voting trust or by a nominee as the record shareholder.
(2) "Corporation" means the issuer of the shares held by a dissenter before
the corporate action, or the surviving or acquiring domestic or foreign
corporation, by merger or share exchange of that issuer.
(3) "Dissenter" means a shareholder who is entitled to dissent from
corporate action under section 7-113-102 and who exercises that right at the
time and in the manner required by part 2 of this article. (4) "Fair value",
with respect to a dissenter's shares, means the value of the shares immediately
before the effective date of the corporate action to which the dissenter
objects, excluding any appreciation or depreciation in anticipation of the
corporate action except to the extent that exclusion would be inequitable.
(5) "Interest" means interest from the effective date of the corporate
action until the date of payment, at the average rate currently paid by the
corporation on its principal bank loans or, if none, at the legal rate as
specified in section 5-12-101, C.R.S.
(6) "Record shareholder" means the person in whose name shares are
registered in the records of a corporation or the beneficial owner of shares
that are registered in the name of a nominee to the extent such owner is
recognized by the corporation as the shareholder as provided in section
7-107-204.
(7) "Shareholder" means either a record shareholder or a beneficial
shareholder.
7-113-102. Right to dissent.
(1) A shareholder, whether or not entitled to vote, is entitled to dissent
and obtain payment of the fair value of the shareholder's shares in the event of
any of the following corporate actions:
(a) Consummation of a plan of merger to which the corporation is a party
if:
(I) Approval by the shareholders of that corporation is required
for the merger by section 7-111-103 or 7-111-104 or by the
articles of incorporation; or
(II) The corporation is a subsidiary that is merged with its parent
corporation under section 7-111-104;
(b) Consummation of a plan of share exchange to which the corporation is a
party as the corporation whose shares will be acquired;
12
(c) Consummation of a sale, lease, exchange, or other disposition of all,
or substantially all, of the property of the corporation for which a
shareholder vote is required under section 7-112-102(1); and
(d) Consummation of a sale, lease, exchange, or other disposition of all,
or substantially all, of the property of an entity controlled by the
corporation if the shareholders of the corporation were entitled to
vote upon the consent of the corporation to the disposition pursuant
to section 7-112-102(2).
(1.3) A shareholder is not entitled to dissent and obtain payment, under
subsection (1) of this section, of the fair value of the shares of any class or
series of shares which either were listed on a national securities exchange
registered under the federal "Securities Exchange Act of 1934", as amended, or
on the national market system of the national association of securities dealers
automated quotation system, or were held of record by the more than two thousand
shareholders, at the time of:
a) The record date fixed under section 7-107-107 to determine the
shareholders entitled to receive notice of the shareholders' meeting
at which the corporate action is submitted to a vote;
(b) The record date fixed under section 7-107-104 to determine
shareholders entitled to sign writings consenting to the corporate
action; or
(c) The effective date of the corporate action if the corporate action is
authorized other than by a vote of shareholders.
(1.8) The limitation set forth in subsection (1.3) of this section shall
not apply if the shareholder will receive for the shareholder's shares, pursuant
to the corporate action, anything except:
(a) Shares of the corporation surviving the consummation of the plan of
merger or share exchange;
(b) Shares of any other corporation which at the effective date of the
plan of merger or share exchange either will be listed on a national
securities exchange registered under the federal "Securities Exchange
Act of 1934", as amended, or on the national market system of the
National Association of Securities Dealers automated quotation system
or will be held of record by more than two thousand shareholders;
(c) Cash in lieu of fractional shares; or
(d) Any combination of the foregoing described shares or cash in lieu of
fractional shares.
(2) (Deleted by amendment, L.96, p.1321, ss.30, effective June 1, 1996).
(2.5) A shareholder, whether or not entitled to vote, is entitled to
dissent and obtain payment of the fair value of the shareholder's shares in the
event of a reverse split that reduces the number of shares owned by the
shareholder to a fraction of a share or to scrip if the fractional share or
scrip so created is to be acquired for cash or the scrip is to be voided under
section 7-106-104.
13
(3) A shareholder is entitled to dissent and obtain payment of the fair
value of the shareholder's shares in the event of any corporate action to the
extent provided by the bylaws or a resolution of the board of directors.
(4) A shareholder entitled to dissent and to obtain payment for the
shareholder's shares under this article may not challenge the corporate action
creating such entitlement unless the action is unlawful or fraudulent with
respect to the shareholder or the corporation.
7-113-103. Dissent by nominees and beneficial owners.
(1) A record shareholder may assert dissenters' rights as to fewer than all
the shares registered in the record shareholder's name only if the record
shareholder dissents with respect to all shares beneficially owned by any one
person and causes the corporation to receive written notice which states such
dissent and the name, address, and federal taxpayer identification number, if
any, of each person on whose behalf the record shareholder asserts dissenters'
rights. The rights of a record shareholder under this subsection (1) are
determined as if the shares as to which the record shareholder dissents and the
other shares of the record shareholder were registered in the names of different
shareholders.
(2) A beneficial shareholder may assert dissenters' rights as to the shares
held on the beneficial shareholder's behalf only if:
(a) The beneficial shareholder causes the corporation to receive the
record shareholder's written consent to the dissent not later than the time the
beneficial shareholder asserts dissenters' rights; and
(b) The beneficial shareholder dissents with respect to all shares
beneficially owned by the beneficial shareholder.
(3) The corporation may require that, when a record shareholder dissents
with respect to the shares held by any one or more beneficial shareholders, each
such beneficial shareholder must certify to the corporation that the beneficial
shareholder and the record shareholder or record shareholders of all shares
owned beneficially by the beneficial shareholder have asserted, or will timely
assert, dissenters' rights as to all such shares as to which there is no
limitation on the ability to exercise dissenters' rights. Any such requirement
shall be stated in the dissenters' notice given pursuant to section 7-113-203.
PART 2
PROCEDURE FOR EXERCISE
OF DISSENTERS' RIGHTS
7-113-201. Notice of dissenters' rights.
(1) If a proposed corporate action creating dissenters' rights under
section 7-113-102 is submitted to a vote at a shareholders' meeting, the notice
14
of the meeting shall be given to all shareholders, whether or not entitled to
vote. The notice shall state that shareholders are or may be entitled to assert
dissenters' rights under this article and shall be accompanied by a copy of this
article and the materials, if any, that, under articles 101 to 117 of this
title, are required to be given to shareholders entitled to vote on the propose
action at the meeting. Failure to give notice as provided by this subsection (1)
shall not affect any action taken at the shareholders' meeting for which the
notice was to have been given, but any shareholder who was entitled to dissent
but who was not given such notice shall not be precluded from demanding payment
for the shareholder's shares under this article by reason of the shareholder's
failure to comply with the provisions of section 7-113-202(1).
(2) If a proposed corporate action creating dissenters' rights under
section 7-113-102 is authorized without a meeting of shareholders pursuant to
section 7-107-104, any written or oral solicitation of a shareholder to execute
a writing consenting to such action contemplated in section 7-107-104 shall be
accompanied or preceded by a written notice stating that shareholders are or may
be entitled to assert dissenters' rights under this article, by a copy of this
article, and by the materials, if any, that under articles 101 to 117 of this
title, would have been required to be given to shareholders entitled to vote on
the proposed action if the propose action were submitted to a vote at a
shareholders' meeting. Failure to give notice as provided by this subsection (2)
shall not affect any action taken pursuant to section 7-107-104 for which the
notice was to have been given, but any shareholder who was entitled to dissent
but who was not given such notice shall not be precluded from demanding payment
for the shareholder's shares under this article by reason of the shareholder's
failure to comply with the provisions of section 7-113-302(2).
7-113-202. Notice of intent to demand payment.
(1) If a proposed corporate action creating dissenters' rights under
section 7-113-102 is submitted to a vote at a shareholders' meeting and if
notice of dissenters' rights has been given to such shareholder in connection
with the action pursuant to section 7-113-201(1), a shareholder who wishes to
assert dissenters' rights shall;
(a) Cause the corporation to receive, before the vote is taken, written
notice of the shareholder's intention to demand payment for the
shareholder's shares if the proposed corporate action is effectuated;
and
(b) Not vote the shares in favor of the proposed corporate action.
(2) If a proposed corporate action creating dissenter's rights under
section 7-113-102 is authorized without a meeting of shareholders pursuant to
section 7-107-104 and if notice of dissenter's rights has been given to such
shareholder in connection with the action pursuant to section 7-113-201(2), a
shareholder who wishes to assert dissenters' rights shall not execute a writing
consenting to the proposed corporate action.
(3) A shareholder who does not satisfy the requirements of subsection (1)
or (2) of this section is not entitled to demand payment for the shareholder's
shares under this article.
15
7-113-203. Dissenters' notice.
(1) If a proposed corporate action creating dissenter's rights under
section 7-113-102 is authorized, the corporation shall give a written
dissenters' notice to all shareholders who are entitled to demand payment for
their shares under this article.
(2) The dissenters' notice required by subsection (1) of this section shall
be given no later than ten days after the effective date of the corporate action
creating dissenters' rights under section 7-113-102 and shall:
(a) State that the corporate action was authorized and state the
effective date or proposed effective date of the corporate action;
(b) State an address at which the corporation will receive payment
demands and the address of a place where certificates for
certificated shares must be deposited;
(c) Inform holders of uncertificated shares to what extent transfer of
the shares will be restricted after the payment and demand is
received;
(d) Supply a form for demanding payment, which form shall request a
dissenter to state an address to which payment is to be made;
(e) Set the date by which the corporation must receive the payment demand
and certificates for certificated shares, which date shall not be
less than thirty days after the date the notice required by
subsection (1) of this section is given;
(f) State the requirement contemplated in section 7-113-103(3), if such
requirement is imposed; and
(g) Be accompanied by a copy of this article.
7-113-204. Procedure to demand payment.
(1) A shareholder who is given a dissenters' notice pursuant to section
7-113-203 and who wishes to assert dissenters' rights shall, in accordance with
the terms of the dissenters' notice:
(a) Cause the corporation to receive a payment demand, which may be the
payment demand form contemplated in section 7-113-203(2)(d), duly
completed, or may be stated in another writing; and
(b) Deposit the shareholder's certificates for certificated shares.
(2) A shareholder who demands payment in accordance with subsection (1) of
this section retains all rights of a shareholder, except the right to transfer
the shares, until the effective date of the proposed corporate action giving
rise to the shareholder's exercise of dissenters' rights and has only the right
to receive payment for the shares after the effective date of such corporate
action.
16
(3) Except as provided in section 7-113-207 or 7-113-209(1)(b), the demand
for payment and deposit of certificates is irrevocable.
(4) A shareholder who does not demand payment and deposit the shareholder's
share certificates as required by the date or dates set in the dissenters'
notice is not entitled to payment for the shares under this article.
7-113-205. Uncertificated shares.
(1) Upon receipt of a demand for payment under section 7-113-204 from a
shareholder holding uncertificated shares, and in lieu of the deposit of
certificates representing the shares, the corporation may restrict the transfer
thereof.
(2) In all other respects, the provisions of section 7-113-204 shall be
applicable to shareholders who own uncertificated shares.
7-113-206. Payment.
(1) Except as provided in section 7-113-208, upon the effective date of the
corporate action creating dissenters' rights under section 7-113-102, or upon
receipt of a payment demand pursuant to section 7-113-204, whichever is later,
the corporation shall pay each dissenter who complied with section 7-113-204, at
the address stated in the payment demand, or if no such address is stated in the
payment demand, at the address shown on the corporation's current record of
shareholders for the record shareholder holding the dissenter's shares, the
amount the corporation estimates to be the fair value of the dissenter's shares,
plus accrued interest.
(2) The payment made pursuant to subsection (1) of this section shall be
accompanied by:
(a) The corporation's balance sheet as of the end of its most recent
fiscal year or, if that is not available the corporation's balance
sheet as of the end of a fiscal year ending not more than sixteen
months before the date of payment, an income statement for that year,
and, if the corporation customarily provides such statements to
shareholders, a statement of changes in shareholders' equity for that
year and a statement of cash flow for that year, which balance sheet
and statements shall have been audited if the corporation customarily
provides audited financial statements to shareholders, as well as the
latest available financial statements, if any, for the interim or
full-year period, which financial statements need not be audited;
(b) A statement of the corporation's estimate of the fair value of the
shares;
(c) An explanation of how the interest was calculated;
(d) A statement of the dissenter's right to demand payment under section
7-113-209 and
(e) A copy of this article.
17
7-113-207. Failure to take action.
(1) If the effective date of the corporate action creating dissenters'
rights under section 7-113-102 does not occur within sixty days after the date
set by the corporation by which the corporation must receive the payment demand
as provided in section 7-113-203, the corporation shall return the deposited
certificates and release the transfer restrictions imposed on uncertificated
shares.
(2) If the effective date of the corporate action creating dissenters'
rights under section 7-113-102 occurs more than sixty days after the date set by
the corporation by which the corporation must receive the payment demand as
provided in section 7-113-203, then the corporation shall send a new dissenters'
notice, as provided in section 7-113-203, and the provisions of sections
7-113-204 and 7-113-209 shall again be applicable.
7-113-208. Special provisions relating to shares acquired after announcement of
proposed corporate action.
(1) The corporation may, in or with the dissenters' notice given pursuant
to section 7-113-203, state the date of the first announcement to news media or
to shareholders of the terms of the proposed corporate action creating
dissenters' rights under section 7-113-102 and state that the dissenter shall
certify in writing, in or with the dissenter's payment demand under section
7-114-204, whether or not the dissenter (or the person on whose behalf
dissenters' rights are asserted) acquired beneficial ownership of the shares
before that date. With respect to any dissenter who does not so certify in
writing, in or with the payment demand, that the dissenter or the person on
whose behalf the dissenter asserts dissenters' rights acquired beneficial
ownership of the shares before such date, the corporation may, in lieu of making
the payment provided in section 7-113-206, offer to make such payment if the
dissenter agrees to accept it in full satisfaction of the demand.
(2) An offer to make payment under subsection (1) of this section shall include
or be accompanied by the information required by section 7-113-206(2).
7-113-209. Procedure if dissenter is dissatisfied with payment or offer.
(1) A dissenter may give notice to the corporation in writing of the
dissenter's estimate of the fair value of the dissenter's shares and of the
amount of interest due and may demand payment of such estimate, less any payment
made under section 7-113-206, or reject the corporation's offer under section
7-113-208 and demand payment of the fair value of the shares and interest due,
if:
(a) The dissenter believes that the amount paid under section 7-113-206 or
offered under section 7-113-208 is less than the fair value of the
shares or that the interest due was incorrectly calculated;
(b) The corporation fails to make payment under section 7-113-206 within
sixty days after the date set by the corporation by which the
corporation must receive the payment demand; or
18
(c) The corporation does not return the deposited certificates or release
the transfer restrictions imposed on uncertificated shares as required
by section 7-113-207(1).
(2) A dissenter waives the right to demand payment under this section
unless the dissenter causes the corporation to receive the notice
required by subsection (1) of this section within thirty days after
the corporation made or offered payment for the dissenter's shares.
PART 3
JUDICIAL APPRAISAL OF SHARES
7-113-301. Court action.
(1) If a demand for payment under section 7-113-209 remains unresolved,
the corporation may, within sixty days after receiving the payment demand
commence a proceeding and petition the court to determine the fair value of the
shares and accrued interest. If the corporation does not commence the proceeding
within the sixty-day period, it shall pay to each dissenter whose demand remains
unresolved the amount demanded.
(2) The corporation shall commence the proceeding described in subsection
(1) of this section in the district court for the county in this state in which
the street address of the corporation's principal office is located or, if the
corporation has no principal office in this state, in the district court for the
county in which the street address of its registered agent is located, or, if
the corporation has no registered agent, in the district court for the city and
county of Denver. If the corporation is a foreign corporation without a
registered agent, it shall commence the proceeding in the county in which
domestic corporation merged into, or whose shares were acquired by the foreign
corporation would have commenced the action that corporation were subject to the
first sentence of this subsection (2).
(3) The corporation shall make all dissenters, whether or not residents of
this state, whose demands remain unresolved parties to the proceeding commenced
under subsection (2) of this section as in an action against their shares, and
all parties shall be served with a copy of the petition. Service on each
dissenter shall be by registered or certified mail, to the address stated in
such dissenter's payment demand, or if no such address is stated in the payment
demand, at the address shown on the corporation's current record of shareholders
for the record shareholder holding the dissenter's shares, or as provided by
law.
(4) The jurisdiction of the court in which the proceeding is commenced
under subsection (2) of this section in plenary and exclusive. The court may
appoint one or more persons as appraisers to receive evidence and recommend a
decision on the question of fair value. The appraisers have the powers described
in the order appointing them, or in any amendment to such order. The parties to
the proceeding are entitled to the same discovery rights as parties in other
civil proceedings.
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(5) Each dissenter made a party to the proceeding commenced under
subsection (2) of this section is entitled to judgement for the amount, if any,
by which the court finds the fair value of the dissenter's shares, plus
interest, exceeds the amount paid by the corporation, or for the fair value,
plus interest, of the dissenter's shares for which the corporation elected to
withhold payment under section 7-113-208.
7-113-302. Court costs and counsel fees.
(1) The court in an appraisal proceeding commenced under section 7-113-301
shall determine all costs of the proceeding, including the reasonable
compensation and expenses of appraisers appointed by the court. The court shall
assess the costs against the corporation; except that the court may assess costs
against all or some of the dissenters, in amounts the court finds equitable, to
the extent the court finds the dissenters acted arbitrarily, vexatiously, or not
in good faith in demanding payment under section 7-113-209.
(2) The court may also assess the fees and expenses of counsel and experts
for the respective parties, in amounts the court finds equitable:
(a) Against the corporation and in favor of any dissenters if the court
finds the corporation did not substantially comply with part 2 of this
article; or
(b) Against either the corporation or one or more dissenters, in favor of
any other party, if the court finds that the party against whom the
fees and expenses are assessed acted arbitrarily, vexatiously, or not
in good faith with respect to the rights provided by this article.
(3) If the court finds that the services of counsel for any dissenter were
of substantial benefit to other dissenters similarly situated, and that the fees
for those services should not be assessed against the corporation, the court may
award to said counsel reasonable fees to be paid out of the amounts awarded to
the dissenters who were benefitted.
WHERE YOU CAN FIND MORE INFORMATION
The Company is subject to the informational requirements of the Exchange
Act and files reports and other information with the SEC. Such reports and other
information filed by the Company may be inspected and copied at the SEC's Public
Reference Room at 100 F Street, N.E., Washington, D.C.20549, as well as in the
SEC's public reference rooms in New York, New York and Chicago, Illinois. Please
call the SEC at 1-800-SEC-0330 for further information on the operation of the
SEC's public reference rooms. The SEC also maintains an Internet site that
contains reports, proxy statements and other information about issuers, like us,
who file electronically with the SEC. The address of the SEC's web site is
http://www.sec.gov.
GENERAL
The cost of preparing, printing and mailing the enclosed proxy,
accompanying notice and proxy statement, and all other costs in connection with
solicitation of proxies will be paid by the Company. Failure of a quorum to be
present at the meeting will necessitate adjournment and will subject the Company
to additional expense.
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The Company's Board of Directors does not intend to present and does not
have reason to believe that others will present any other items of business at
the annual meeting. However, if other matters are properly presented to the
meeting for a vote, the proxies will be voted upon such matters in accordance
with the judgment of the persons acting under the proxies.
ADVANTEGO CORPORATION
NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS
Important Notice Regarding the Availability of Proxy Materials for the
Special Shareholder's Meeting to Be Held on _______, 2020 (Part 1) and _______,
2020 (Part 2).
1. This notice is not a form for voting.
2. This communication presents only an overview of the more complete
proxy materials that are available to you on the Internet. We
encourage you to access and review all of the important information
contained in the proxy materials before voting.
3. The Notice of the Special Meeting of Shareholders and related Proxy
Statement are available at www.advantego.com.
4. If you want to receive a paper or email copy of these documents, you
must request one. There is no charge to you for requesting a copy.
Please make your request for a copy as instructed below on or before
__________________to facilitate timely delivery.
Part 1 of the special meeting of the Company's shareholders will be held at
1 Park Plaza, Suite 600, Large Conference Room, Irvine, CA 92614 on
__________________, at 10:00 a.m. Pacific Time, for the following purposes:
(1) to approve amendments to the Company's Articles of Incorporation;
(i) to reduce the quorum required at shareholders' meetings; and
(ii) to allow shareholders owning a majority of the Company's
outstanding shares to approve actions without a meeting;
(2) to approve a reverse split of the Company's common stock, should the
board of directors believe this to be in the best interests of the
Company's shareholders, in a ratio that will be determined by the
Company's board of directors.
Part 2 of the special meeting of the Company's shareholders will be held at
1 Park Plaza, Suite 600, Large Conference Room, Irvine, CA 92614 on
__________________, at 10:00 a.m. Pacific Time, for the following purpose:
to approve an amendment to the Company's Articles of Incorporation to
increase the Company's authorized capitalization to 100 billion shares
of common stock.
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The Board of Directors recommends that shareholders vote FOR the
aforementioned proposals.
__________________is the record date for the determination of shareholders
entitled to notice of and to vote at both Part 1 and Part 2 of the meeting.
Holders of the Company's common stock and Series B preferred stock may cast one
vote for each share held. Holders of the Company's Series A preferred stock are
entitled to 1,000 votes per share at the special meeting of shareholders.
Shareholders may access the following documents at
www.advantego.com/investor:
o Notice of the Special Meeting of Shareholders;
o Company's Proxy Statement;
o Proxy Card; and
o December 31, 2018 10-K report.
Shareholders may request a paper copy of the Proxy Materials and Proxy
Card by calling (949) 627-8977, by emailing the Company at shareholders
@advantego.com, or by visiting www.advantego.com/investor/notifications and
indicating if you want a paper copy of the proxy materials and proxy card:
o for this meeting only; or
o for this meeting and all other meetings.
If you have a stock certificate registered in your name, or if you have a
proxy from a shareholder of record on __________________, you can, if desired,
attend the special meeting and vote in person. Shareholders can obtain
directions to the 2020 special shareholders' meeting at
www.advantego.com/contact.
Please visit www.advantego.com/investor to print and fill out the Proxy
Card. Complete and sign the proxy card and mail the Proxy Card to:
Advantego Corporation
1 Park Plaza, Suite 600
Irvine, CA 92614
(949) 627-8977
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PROXY
ADVANTEGO CORPORATION
This Proxy is solicited by the Company's Board of Directors
The undersigned stockholder of the Company acknowledges receipt of the Notice of
the Special Meeting of Stockholders to be at 1 Park Plaza, Suite 600, Large
Conference Room, Irvine, CA 92614, and hereby appoints Robert W. Ferguson with
the power of substitution, as Attorney and Proxy to vote all the shares of the
undersigned at said special meeting of stockholders and at all adjournments
thereof, hereby ratifying and confirming all that said Attorney and Proxy may do
or cause to be done by virtue hereof. Part 1 of the Special Meeting will be held
at 10:00 a.m. (Pacific Time) on ______, 2020. Part 2 of the Special Meeting will
be held at 10:00 a.m. (Pacific Time) on ______, 2020. The above named Attorneys
and Proxies are instructed to vote all of the undersigned's shares as follows:
(1) to reduce the quorum required at shareholders' meetings;
? FOR ? AGAINST ? ABSTAIN
(2) to allow shareholders owning a majority of the Company's outstanding
shares to approve actions without a meeting; and
? FOR ? AGAINST ? ABSTAIN
(3) to approve a reverse split of the Company's common stock, should the
board of directors believe this to be in the best interests of the
Company's shareholders, in a ratio that will be determined by the
Company's board of directors.
? FOR ? AGAINST ? ABSTAIN
(4) to approve an amendment to the Company's Articles of Incorporation to
increase the Company's authorized capitalization to 100 billion shares
of common stock.
? FOR ? AGAINST ? ABSTAIN
to transact such other business as may come before the meeting.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED HEREIN BY THE
UNDERSIGNED STOCKHOLDER IF NO DISCRETION IS INDICATED, THIS PROXY WILL BE VOTED
IN FAVOR OF ITEMS 1-4.
Dated this ____ day of _____________, 2020.
(Signature)
(Print Name)
Please sign your name exactly as it appears on your
stock certificate. If shares are held jointly, each holder should sign.
Executors, trustees, and other fiduciaries should so indicate when
signing. Please Sign, Date and Return this Proxy so that your
shares may be voted at the meeting.
Send your proxy by regular mail, email, or fax to:
Advantego Technologies, Inc.
Attn: Legal Department
1 Park Plaza, Suite 600
Irvine, CA 92614
(949) 627-8977
Email: shareholders@advantego.com
Fax: (949) 272-0059
